Business Context and Reporting Period
This Form 8-K Current Report was filed by Apogee Enterprises, Inc. on October 8, 2008. The filing addresses Item 5.02 regarding amendments to three executive compensation plans adopted by the Board of Directors on the same date. The report does not cover a specific financial reporting period (e.g., quarterly or annual results) but rather details corporate governance actions related to employee benefits.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on the structural amendments to executive compensation plans and does not contain financial performance data.
Material Changes
The Board of Directors adopted amendments to the following plans to ensure compliance with Section 409A of the Internal Revenue Code and to modify benefit accruals:
- Officers' Supplemental Executive Retirement Plan: Benefits will cease to accrue for participants as of December 31, 2008. Participants will continue to earn service for vesting purposes on benefits accrued prior to this date. Participants may also switch between actuarially equivalent life annuity types.
- Deferred Incentive Compensation Plan (DICP): Amendments were adopted to comply with final Section 409A regulations, effective January 1, 2008, or January 1, 2009. Changes include redefining "Financial Hardship," "Disability," and "Termination of Employment" to align with Section 409A. The plan merged the "Restoration Plan" into the DICP. Deferral elections for the next fiscal year must now be made by December 31 of the prior year.
- Partnership Plan: Amendments effective January 1, 2008, removed grandfathering provisions, subjecting all benefits to Section 409A rules. The requirement for deferrals to remain in the plan for five years was removed. The term "Key Employees" was changed to "Specified Employees."
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, financial outlook, or management commentary regarding business operations. The primary risk addressed is regulatory compliance with Section 409A of the Internal Revenue Code, which imposes restrictions on nonqualified deferred compensation. The amendments were designed to mitigate the risk of penalties associated with non-compliance.
Investor Verification Checklist
- Verify the specific impact of the December 31, 2008, freeze on benefit accruals for the Officers' Supplemental Executive Retirement Plan.
- Confirm the timeline for current active participants to elect new distribution times and forms under the DICP and Partnership Plans (deadline: December 31, 2008).
- Review the attached exhibits (10.2, 10.4, 10.6) for the full legal text of the plan amendments.
- Check subsequent filings for any financial impact of these plan changes on the company's compensation expense or deferred liability balances.